Most things that go wrong in a Papua New Guinean land transaction go wrong in the gap between signing and registration. Understanding what protects you in that window — and what does not — is the practical heart of conveyancing here.
A contract does not give you the land
Under the Torrens system, title passes on registration, not on contract or even on settlement. Until then:
- you are not the registered proprietor;
- you have no indefeasibility under section 33;
- your interest is unregistered, and under sections 24 and 45 a later registered proprietor is not affected by notice of it except in case of fraud.
Section 45(1) is explicit: a transferee is not affected by actual or constructive notice of an unregistered interest except in case of fraud. Section 24(1)(b) says competing instruments take priority by date of production notwithstanding any express, implied or constructive notice.
Priority runs from production, not signing
Section 24(1): instruments are registered in the order produced to the Registrar, and competing instruments take priority according to the dates of production, not the dates of the instruments. Each memorial records the day and hour of production under section 25(3).
So a transfer signed in January and lodged in June loses to one signed in March and lodged in April.
Where an instrument cannot be registered because the instruments of title are not produced, and another instrument executed by the same proprietor dealing with the same estate is produced accompanied by the instruments of title — the subsequent instrument shall be registered and the earlier one refused.
Lodging first is not enough. You must lodge with the duplicate certificate of title. Never accept an undertaking to send the title on later.
The protection: a caveat
A purchaser under an executed contract claims an estate or interest in the land, and may therefore lodge a caveat under section 82(a) forbidding the registration of instruments affecting that interest.
- It does not bite until the Registrar accepts it and notes the acceptance (s 85).
- It lapses after three months unless lodged with the written consent of the registered proprietor or an equitable mortgagee, or you commence proceedings and give the Registrar written notice of them within the period (s 91).
- Under section 92, once a caveat has lapsed or been removed by the Court, you cannot lodge another on substantially the same grounds.
- Under section 90, lodging without reasonable cause exposes you to a damages claim.
It buys three months. Use them to complete and register. If the transaction is going to take longer, plan for the consent route or for proceedings before the period runs.
The approvals that must be obtained in the gap
For a State lease, section 129(2) of the Land Act 1996 prohibits a lessee from entering into a contract or agreement to dispose of the land unless the improvement and other conditions have been fulfilled, or prior Ministerial approval on special grounds has been obtained. Penalty: a fine up to K10,000.
And an unapproved controlled dealing is void under section 128(2). So the order is: establish compliance or obtain prior approval → then contract, with the contract conditional on approval.
Separately, section 128(4) requires the transferee to present the instrument for endorsement and lodge a copy within 28 days of execution, on pain of a fine up to K5,000; and section 35(4) of the Land Registration Act bars registration unless the Registrar is satisfied rent is paid to date and the improvement conditions performed.
The seller’s exposure in the gap
No transferor of land has an equitable lien on the land by reason of the non-payment of the purchase money.
Hand over an executed transfer and the duplicate title before payment and you have no security at all — only a personal claim against the buyer. Settle simultaneously, or take a registered mortgage back for any balance.
Settlement checklist
- Search the title immediately before settlement — not a week earlier. Check for new caveats, mortgages or dealings.
- Confirm Ministerial approval is in hand.
- Take the duplicate certificate of title at settlement. No exceptions.
- Exchange money and documents simultaneously.
- Lodge the same day if possible — priority runs from the hour of production.
- Diarise 28 days for the Land Act endorsement and lodgement.
- If there will be any delay, caveat — and diarise the three months.
- Inspect the land before settlement: a tenancy of three years or less, or a tenant in actual occupation, binds you regardless of the Register.
Sources
- Land Registration Act (Chapter 191) — ss 24, 25, 28, 33, 35, 42, 44, 45, 82–92
- Land Act 1996 — ss 127–129
- Mudge v Secretary for Lands [1985] PGSC 13; [1985] PNGLR 387
- Raina No.1 Ltd v Elisha [2015] PGNC 158; N6051
- HQH Enterprises Ltd v Wangbao Trading Ltd [2023] PGSC 69; SC2419
Before relying on anything here, read the current text of the Land Act 1996 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.